Common use of Limitations on Incidental Registration Clause in Contracts

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 is for the purpose of permitting a disposition of securities pursuant to an Underwritten Offering, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities to be included therein by the Holders in accordance with the provisions of Section 3(b) below. (b) Whenever the number of shares of Registrable Securities that may be registered pursuant to Section 2 is limited by the provisions of Section 3(a) above, the Company or any other seller of securities of the Company for whom such registration was initiated, as the case may be, shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she shall withdraw his or her securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it desires to include in such registration, and thereafter the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such person, an "Additional Registration Rights Holder"), to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holder.

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 1.4 above is for the purpose of permitting a disposition of securities by the Company pursuant to an Underwritten Offeringa firm commitment underwritten offering, the Piggyback Notice notice shall so state, and, if requested to do so by the managing underwriter of the offering, and the Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities to be included therein by shareholders of the Holders Company if requested to do so in accordance with good faith by the provisions managing underwriter of Section 3(b) belowthe offering and only securities which are to be included in the underwriting may be included in the registration. (b) Whenever the number of shares of Registrable Securities that which may be registered pursuant to Section 2 1.4 is limited by the provisions of Section 3(a1.5(a) above, the Company or any other seller of securities of the Company for whom such registration was initiated, as the case may be, shall have priority as to sales over the Holders, holders of Registrable Stock and each Holder holder hereby agrees that he or she it shall withdraw his or her its securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it which the Company desires to include sell for its own account to be included within such registration; provided that, except with respect to the first Long- Form Registration Statement effected by the Company on its own initiative, in no event shall the Registrable Stock requested to be included pursuant to Section 1.4 above be reduced below thirty percent (30%) of the total amount of securities included in such registrationoffering. The holders of Registrable Stock given rights by Section 1.4 above shall share pro rata (as a single class) in the available portion of the registration in question, and thereafter such sharing to be based upon the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders stock then held by each of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such personholders, an "Additional Registration Rights Holder"), to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holderrespectively.

Limitations on Incidental Registration. (a) If the registration of for which the Company gives notice pursuant to Section 2 is for the purpose of permitting a disposition of securities pursuant to an Underwritten Offering, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities to be included therein by the Holders in accordance with the provisions of Section 3(b) below. (b) Whenever the number of shares of Registrable Securities that may be registered pursuant to Section 2 is limited by the provisions of Section 3(a) above, the Company or any other seller of securities of the Company for whom such registration was initiated, as the case may be, shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she it shall withdraw his or her its securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it desires to include in such registration, and thereafter the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such person, an "Additional Registration Rights Holder"), ) to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holder. (c) Nothing in this Section 3 shall be construed as creating an obligation on the part of the Company to register Registrable Securities if the Board of Directors of the Company shall have determined in its sole discretion not to proceed with a registration of its securities whether or not a Piggyback Notice shall have previously been sent by the Company.

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 is for the purpose of permitting a disposition of securities pursuant to an Underwritten Offering, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the The Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities to be included therein by shareholders of the Holders Company if requested to do so in accordance with good faith by the provisions managing underwriter or agent of Section 3(b) belowthe offering. Only securities which are to be included in the underwriting may be included in the registration. (b) Whenever the number of shares of Registrable Securities that which may be registered pursuant to Section 2 4.2 is limited by the provisions of Section 3(a4.3(a) above, the Company or any other seller of securities of the Company for whom such registration was initiated, as the case may be, shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she shall withdraw his or her securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it desires to will include in such registration, (i) first, the shares the Company proposes to sell, (ii) second, the Common Stock issued or issuable upon conversion of the Series A Convertible Preferred Stock allocated among the holders of such stock (iii) third, the Common Stock issued or issuable upon conversion of the Series B Preferred Stock allocated among the holders of such stock and thereafter (iv) fourth, the number of shares of Registrable Securities other securities requested to be included sold by all other shareholders of the Company who have the contractual right to include all or a portion of their shares in such the registration shall be allocated pro rata among Holders such holders on the basis of the number of registrable securities owned by each such holder; provided, that if any such holder of Registrable Securities (with or holder of other securities would thus be entitled to include more shares than such allocation holder requested to be made registered, the excess will be allocated among the other holders of Registrable Securities or the holders of other securities, respectively, on the basis of the number of shares requested to be included in such registration of Registrable Securities or other registrable securities, respectively, then held by such Holderseach holder. (c) and any person other than a Holder who holds The Company may grant subsequent investors registration rights with respect to securities of which shall have priority over the Company (each such person, an "Additional Registration Rights Holder"), registration rights granted to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holderholders of Registrable Securities by this Agreement.

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 8.5 is for an underwritten offering, only securities that are to be included in the purpose underwriting may be included in the registration. Notwithstanding any provision of permitting Section 8.5, if the underwriter determines that marketing factors require a disposition limitation of securities pursuant the number of shares to an Underwritten Offeringbe underwritten, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the Company shall have the right to limit the aggregate size of the offering may eliminate or reduce the number of shares of Registrable Securities Subject Stock to be included therein by in the registration and underwriting. The Company shall so advise all Holders in accordance with and the provisions Key Employees (except those Holders and Key Employees who have not indicated to the Company their decision to distribute any of Section 3(b) below. (b) Whenever their Subject Stock through such underwriting), and the number of shares of Registrable Securities Subject Stock that may be registered pursuant included in the registration and underwriting shall be allocated among such Holders and Key Employees in proportion, as nearly as practicable, to Section 2 is limited the respective amounts of Subject Stock owned by such Holders and Key Employees at the provisions time of Section 3(a) above, filing the Company or any other seller of securities registration statement. No Subject Stock excluded from the underwriting by reason of the Company for whom such registration was initiated, as the case may be, underwriter's marketing limitation shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she shall withdraw his or her securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it desires to include in such registration, and thereafter the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders registration. If any Holder or Key Employee disapproves of Registrable Securities (with any such allocation underwriting, such person may elect to be made on the basis of the number of shares requested withdraw therefrom by written notice to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such person, an "Additional Registration Rights Holder"), to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holderunderwriter. The Subject Stock and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration. The registration rights granted under Section 8.5 shall terminate as to any Key Employee or Holder or permissible transferees or assignee of such rights if such person (a) holds one percent (1%) or less of the outstanding shares of Common Stock of the Company and (b) would be permitted to sell all of the Subject Stock held by him pursuant to Rule 144(k).

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 3.3 above is for the purpose of permitting a disposition of securities by the Company pursuant to an Underwritten Offeringa firm commitment underwritten offering, the Piggyback Notice notice shall so state, and, if requested to do so by the managing underwriter of the offering, and the Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities to be included therein by stockholders of the Holders Company (so that the holders of Registrable Stock shall consist of no less than one-third of the total shares to be registered thereto) if requested to do so in accordance with good faith by the provisions managing underwriter of Section 3(b) belowthe offering and only securities which are to be included in the underwriting may be included in the registration. (b) Whenever the number of shares of Registrable Securities that which may be registered pursuant to Section 2 3.3 is limited by the provisions of Section 3(a3.4(a) above, the Company or any other seller holders of securities of the Company for whom such registration was initiated, as the case may be, Registrable Stock shall have priority as to sales over the Holdersother holders of the Company's securities and the Company shall cause such other holders to withdraw from such offering to the extent necessary to allow all requesting holders of Registrable Stock to include all of the shares so requested to be included within such registration. Whenever the number of shares which may be registered pursuant to Section 3.3 is still limited by the provisions of Section 3.4(a) above, after the withdrawal of the other holders of the Company's securities, the Company shall have priority as to sales over the holders of Registrable Stock and each Holder holder hereby agrees that he or she it shall withdraw his or her its securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it which the Company desires to include in sell for its own account to be included within such registration. The holders of Registrable Stock given rights by Section 3.3 above shall share pro rata in the available portion of the registration in question, and thereafter such sharing to be based upon the number of shares of Registrable Securities to be included in Stock then held by each of such registration shall be allocated pro rata among Holders of Registrable Securities (with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such personholders, an "Additional Registration Rights Holder"), to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holderrespectively.

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 is for the purpose of permitting a disposition of securities pursuant to an Underwritten Offering, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the Company shall have the right to limit the aggregate size of the offering or the number of shares of Registrable Securities Stock to be included therein by the Holders in accordance with the provisions of Section 3(b) below. (b) Whenever the number of shares of Registrable Securities that may be registered pursuant to Section 2 is limited by the provisions of Section 3(a) above, the Company or any other seller of securities of the Company for whom such registration was initiated, as the case may be, shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she shall withdraw his or her securities from such registration to the extent necessary to allow the Company or such any other seller of securities of the Company (other than a Holder of Registrable Stock) to include all the shares it desires to include in such registration, and thereafter the number of shares of Registrable Securities Stock to be included in such registration shall be allocated pro rata among Holders holders of Registrable Securities (Stock with such allocation to be made on the basis of the number of shares requested to be included in such registration by such Holdersholders. (c) and any person other than a Holder who holds registration rights with respect to securities Nothing herein shall be construed as creating an obligation on the part of the Company (each such person, an "Additional Registration Rights Holder"), to register Registrable Stock if the extent provided in the relevant agreement between Board of Directors of the Company and the Additional Registration Rights Holder.shall

Limitations on Incidental Registration. (a) If the registration of which the Company gives notice pursuant to Section 2 8.5 is for an underwritten offering, only securities that are to be included in the purpose underwriting may be included in the registration. Notwithstanding any provision of permitting Section 8, if the underwriter determines that marketing factors require a disposition limitation of securities pursuant the number of shares to an Underwritten Offeringbe underwritten, the Piggyback Notice shall so state, and, if requested to do so by the managing underwriter of the offering, the Company shall have the right to limit the aggregate size of the offering may eliminate or reduce the number of shares of Registrable Securities Subject Stock to be included therein by in the registration and underwriting. The Company shall so advise all Holders in accordance with and the provisions Key Employees (except those Holders and Key Employees who have not indicated to the Company their decision to distribute any of Section 3(b) below. (b) Whenever their Subject Stock through such underwriting), and the number of shares of Registrable Securities Subject Stock that may be registered pursuant included in the registration and underwriting shall be allocated among such Holders and Key Employees in proportion, as nearly as practicable, to Section 2 is limited the respective amounts of Subject Stock owned by such Holders and Key Employees at the provisions time of Section 3(a) above, filing the Company or any other seller of securities registration statement. No Subject Stock excluded from the underwriting by reason of the Company for whom such registration was initiated, as the case may be, underwriter's marketing limitation shall have priority as to sales over the Holders, and each Holder hereby agrees that he or she shall withdraw his or her securities from such registration to the extent necessary to allow the Company or such other seller of securities of the Company to include all the shares it desires to include in such registration, and thereafter the number of shares of Registrable Securities to be included in such registration shall be allocated pro rata among Holders registration. If any Holder or Key Employee disapproves of Registrable Securities (with any such allocation underwriting, such person may elect to be made on the basis of the number of shares requested withdraw therefrom by written notice to be included in such registration by such Holders) and any person other than a Holder who holds registration rights with respect to securities of the Company (each such person, an "Additional Registration Rights Holder"), to the extent provided in the relevant agreement between the Company and the Additional Registration Rights Holderunderwriter. The Subject Stock and/or other securities so withdrawn from such underwriting shall also be withdrawn from such registration. The registration rights granted under Section 8.5 shall terminate as to any Key Employee or Holder or permissible transferees or assignee of such rights if such person would be permitted to sell all of the Subject Stock held by such person pursuant to Rule 144(k), provided, however, that such registration rights shall continue to be applicable until, and including, the initial public offering of the Company's securities.